To: Tomato who wrote (3689 ) 11/5/1997 10:21:00 PM From: Diamond in the Ruff Read Replies (1) | Respond to of 26850
Facts, facts, facts...zzzzzzzz... Tomato said: >Yes, please post the proxy information. Are you saying that there >are 2.2 million at $1.62 and an additional 4.5 million at a yet to >be determined price? A set price? Yes and sort of. No options from the allowable pool of 4.5 million have been issued, thus there is no price. It is my understanding that when options are issued the price will be based on the previous 10 days trading average. Note: these 4.5 million are not an option issue - this resolution as I interpret it simply means the board of directors does not need to seek further shareholder approval in order to issue up to 4.5 million options, we have been kind enough to do that for them in advance. A few details from the updated Winspear website: Trading Symbol WSP Exchange VSE Listed 1988 Shares Outstanding* 28,110,978 Fully Diluted* 30,310,978 Working Capital* $9,400,000 Long Term Debt Nil 52 Week Range $0.56-$4.55 Price (06/08/97)* $1.50 *As of August 6, 1997 I believe that the fully diluted amount above includes the existing 2.2 million options (the repriced ones we're all so fond of), I don't believe the 4.5 million options in the Employee Incentive Plan will be reflected in fully diluted totals until they are issued - nor would I hope or anticipate they be all issued at once. The proxy for the Extraordinary General Meeting for Winspear held on October 7,1997 contained three resolutions. There was also an Information Circular several pages long elaborating on these resolutions. As I don't need that much dictation practice I think I'll skip that one. Well here goes, this is my first attempt at using my new dictation software - so beware... 1. To approve, with or without amendment, an ordinary resolution wherunder the Company adopt a Shareholder Rights Plan Agreement, to approve, with or without amendment, an ordinary resolution whereunder the Company adopt a Shareholder Rights Plan Agreement, dated July 31,1997, between the Company and Pacific Corporate Trust Company, as described in the accompanying Information Circular of the Company dated as at August 6,1997. 2. To approve, with or without amendment, an ordinary resolution approving, ratifying and confirming resolutions of the director's passed at meetings held on February 10,1997 and June 11,1997, respectively, granting incentive stock options to certain insiders of the company, to purchase up to 2,200,000 shares of the Company at a price of $1.62 per share, exercisable at any time up to February 5,2002, all as more fully set forth in the accompanying Information Circular of the Company dated as at August 6,1997 and to approve, ratify and confirm the actions of the directors in executing agreements pertaining thereto by and on behalf of the company. 3. To approve, with or without amendment, an ordinary resolution whereunder the company allocate and reserve its common shares from time to time for the purpose of granting options under an Employee Incentive Stock Option Plan, subject to a maximum of 4,500,000 shares being under option. INSIDERS TO WHOM SHARES MAY BE ISSUED UNDER THE PLAN, AND THEIR RESPECTIVE ASSOCIATES AND AFFILIATES, WILL ABSTAIN FROM VOTING ON THE FOREGOING TRANSACTION. THE APPROVAL OF A MAJORITY OF DISINTERESTED MEMBERS OF THE COMPANY IS THEREFORE SOUGHT. End dictation. As far as I know all three resolutions were passed. Cheers, Kim Disclaimer: I am a shareholder in Winspear Resources. I am not an investment advisor and am offering my comments for discussion purposes only. Do your own due diligence.